FDI enterprises receive transfer of investment capital as the value of land use rights: Procedures

FDI enterprises receive transfer of investment capital as the value of land use rights according to current legal regulations. This transfer must comply with certain conditions and procedures, ensuring the legitimate rights and interests of the parties involved. This article by Long Phan Consulting Company will deeply analyze aspects related to procedures for FDI enterprises receive transfer of investment capital as the value of land use rights.

Can FDI enterprises receive transfer of investment capital for the value of land use rights?

According to the provisions of Point d, Clause 1, Article 28 of the Land Law 2024, economic organizations with foreign investment capital are entitled to receive transfer of investment capital which is the value of land use rights according to the Government’s regulations.

To specify this content, Clause 1, Article 9 of Decree 102/2024/ND-CP regulations: “Foreign-invested economic organizations are allowed to receive transferred investment capital which is the value of land use rights of economic organizations that are using land originating from land allocated by the State with land use fees collected, land leased with a one-time payment for the entire lease period and the value of land use rights has become the charter capital of the economic organization.”

Thus, FDI enterprises are allowed to receive the transfer of investment capital as the value of land use rights if they simultaneously meet the following conditions:

• The transferor is the economic organization that is using the land.
• The origin of the transferor’s land is that the State allocates land with land use fees and leases land with a one-time payment for the entire lease period.
• The value of land use rights has become the charter capital of the economic organization.

Besides, in case of transfer of investment capital, it is the value of land use rights in border communes, wards and towns; coastal communes, wards and towns; island; In other areas that affect national defense and security, the transfer of investment capital is the value of land use rights in accordance with the provisions of investment law and relevant laws.

>>> See more: Regulations on receiving land use rights from FDI enterprises.

The rights and obligations of FDI enterprises receive transfer of investment capital are the value of land use rights

After receiving the transfer of investment capital, the value of land use rights, FDI enterprises will have the rights and obligations specified in Clause 1, Article 41 of the Land Law 2024, specifically as follows:

• General rights and obligations of land users according to the provisions of Article 26 and Article 31 of the Land Law 2024.
• Transfer land use rights and assets attached to the land within the land use term.
• Lease or sublease land use rights and assets attached to the land during the land use term.
• Mortgage your land use rights and assets attached to land at credit institutions licensed to operate in Vietnam.
• Contribute capital with land use rights and assets owned by you attached to land.

Understanding these rights and obligations helps FDI enterprises be more proactive in managing and using land, while complying with the provisions of Vietnamese law.

Procedures for FDI enterprises receive transfer of investment capital is the value of land use rights

Procedures for FDI enterprises receive transfer of investment capital that is the value of land use rights include specific steps according to the provisions of land law. Correct and complete implementation of these steps is the factor that ensures the transaction is recognized. Specifically, the procedure is as follows:

Step 1: Establish capital contribution agreement and transfer contract:

The transferor and transferee agree on the content of transfer of capital contribution, including a specific description of the asset value which is land use rights.

FDI enterprises need to re-evaluate the legal conditions of the land: term of use, land purpose, type of use (land lease or land allocation with payment), and review the company charter and agreements between members to ensure the transfer is valid.

Step 2: Notarize and authenticate the transfer contract:

According to the provisions of Point a, Clause 3, Article 27 of the Land Law 2024, Contracts for capital contribution using land use rights, land use rights and assets attached to land must be notarized or authenticated.

In the case of a capital contribution contract using land use rights, land use rights and assets attached to land, assets attached to land in which one party or parties participating in the transaction is a real estate business organization shall be notarized or authenticated at the request of the parties.

Documents for contract notarization include:

• Notarization request form.
• Draft capital contribution contract.
• Minutes of asset valuation are land use rights.
• Legal documents of the individual/organization contributing capital and IRC of the FDI enterprise, personal legal documents of the legal representative of the FDI enterprise….
• Relevant documents such as residence confirmation, authorization to carry out procedures,… (if any).
• Certificate of land use rights (original).

Notarization and authentication are performed at notary practice organizations/Commune-level People’s Committees (People’s Committees) where the land is located.

Notary fees will be agreed upon by the parties.

Step 3: Change the content of registration of FDI enterprises receiving capital contributions:

After reaching a capital contribution agreement, the FDI enterprise carries out procedures to adjust the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC).
The agency competent to process documents to change business registration content is currently the Department of Finance.

Step 4: Carry out land change registration procedures

When an FDI enterprise officially receives valuable capital in the form of land use rights, the next step is to register land changes. This is to update land use information in accordance with changes in legal entities in capital transfer transactions.

Depending on the form of land use and transfer conditions, the tax authority will determine the corporate income tax (for the transferor) or registration fee (if there is a change in land use). In case there is a foreign element, the tax authority may request declaration according to the Double Taxation Avoidance Agreement.

Fulfillment of this obligation should be carried out concurrently with the registration of changes, to avoid delays in issuing new certificates or incurring administrative violations.

Necessary documents are submitted at the Land Registration Office or District Registration Office Branch (if within jurisdiction). Ingredients include:

• Change registration application according to form No. 11/DK issued with Decree No. 101/2024/ND-CP.
• Certificate of land use rights (original).
• Capital contribution transfer contract or document on transfer of land use rights and ownership of assets attached to land.
• Minutes of asset valuation.
• Documents for payment of financial obligations (if registration fees or income tax arise).
• Document on representation according to the provisions of civil law in case of carrying out procedures for registering land and assets attached to land through a representative.

CSPL: Article 29, Article 30 of Decree 101/2024/ND-CP.

Step 5: Competent authority reviews and processes applications for land change registration:

Receive and check documents: The agency receiving the dossier is responsible for checking the completeness and validity of the dossier. In case the dossier is incomplete or invalid, this agency must notify and guide the submitter to supplement and complete the dossier within a maximum of 03 working days.

Measurement of plot separation (if necessary): In case of transferring the value of land use rights for a part of the land plot, the Land Registration Office will measure and separate the plot before proceeding with further procedures.

Document appraisal: The land registration office is responsible for checking records and verifying transfer conditions. If the application is eligible, the Land Registration Office will perform the following tasks:

• Send cadastral information to tax authorities to determine financial obligations (if any).
• Confirm the change content in the issued Certificate.
• In case a new Certificate is needed, prepare a dossier and submit it to the competent authority to issue a Certificate to the FDI enterprise.

Update cadastral records: The land registration office corrects and updates changes in cadastral records and land databases.

Return results: The land registration office awards the Certificate of land use rights, ownership of houses and other assets attached to land (new version or confirmed change) to the land user.

Implementation time:

No more than 10 working days from the date of receipt of valid documents. For mountainous communes, islands, remote areas, areas with difficult socio-economic conditions, areas with particularly difficult socio-economic conditions, the implementation time can be extended by a maximum of 10 days.

Mastering the process and preparing complete documents will help FDI enterprises save time and costs during the process of carrying out procedures for transferring investment capital and the value of land use rights.

>>> See more: Procedures for registering land changes when contributing land capital to the company.

FDI enterprise consulting services receive transfer of investment capital which is the value of land use rights of Long Phan Consulting Company

To ensure that the process of FDI enterprises receive transfer of investment capital and land use rights transfer proceeds smoothly and quickly, seeking advice from reputable organizations such as Long Phan Consulting Company is an optimal choice. We provide professional consulting services, including:

• Consulting on the conditions for transferring investment capital and the value of land use rights.
• Consulting on the rights and obligations of FDI enterprises when receiving transfer of investment capital equal to the value of land use rights.
• Instructions for fully and accurately preparing necessary documents for transfer procedures.
• Representing customers to carry out application procedures and work with competent state agencies.
• Consulting and support in resolving problems that arise during the transfer process.
• Drafting documents related to the transfer of investment capital and the value of land use rights.
• Update the latest legal regulations related to land and foreign investment.
• Consulting on related issues after completing transfer procedures.

With in-depth experience and a team of experts knowledgeable about land and investment law, Long Phan Consulting Company commits to accompanying customers throughout the transfer process, ensuring all procedures are carried out in accordance with regulations, efficiency and legal safety.

Frequently Asked Questions

Below are frequently asked questions about FDI enterprises receive transfer of investment capital as the value of land use rights that customers can refer to:

Can foreign-invested enterprises receive transfer of investment capital equal to the value of land use rights?

According to current legal regulations, economic organizations with foreign investment capital are allowed to receive the transfer of investment capital which is the value of land use rights if they meet certain conditions prescribed by the Government.

What conditions need to be met for FDI enterprises to receive transfer of investment capital equal to the value of land use rights?

FDI enterprises are only allowed to receive transfer of investment capital equal to the value of land use rights when the transferor is an economic organization that is using land originating from the State that allocates land with land use fees or leases land with a one-time payment for the entire rental period and the value of this land use right has been included in the charter capital of that economic organization.

When carrying out procedures for transferring investment capital as the value of land use rights, what documents do FDI enterprises need to prepare?

Documents that need to be prepared include documents on the transfer of investment capital equal to the value of land use rights, cadastral measurement of the land plot (if transferring part of the land plot), and the original certificate of land use rights that has been issued.

What is the process of implementing procedures for FDI enterprises to receive transfer of investment capital and the value of land use rights?

The process includes steps: receiving and checking documents, measuring and separating plots (if necessary), appraising documents (sending cadastral information to the tax authority, confirming changes in the certificate or issuing a new certificate), updating cadastral records, and returning results.

What is the maximum time to complete procedures for FDI enterprises receive transfer of investment capital that is the value of land use rights?

The time to carry out the procedure is no more than 10 working days from the date of receipt of complete and valid documents. Localities in remote and remote areas may extend up to 10 more days.

During the process of carrying out procedures, if the documents are incomplete, how long will the FDI enterprise be notified?

The dossier receiving agency is responsible for notifying and instructing additional dossiers within a maximum of 03 working days if the dossier is not complete or valid.

Are FDI enterprises required to use consulting services when carrying out procedures for transferring investment capital and the value of land use rights?

Using consulting services is not mandatory, but can help FDI enterprises ensure that the procedure implementation process takes place smoothly, quickly and in accordance with the law.

What are the main benefits that consulting services can bring to FDI enterprises in this process?

Consulting services can support businesses in advising on conditions, rights and obligations, guiding document preparation, representing procedures, resolving arising issues, drafting relevant documents, updating legal regulations, and consulting on issues after completing procedures.

What financial obligations may FDI enterprises have to fulfill when receiving the transfer of investment capital which is the value of land use rights?

FDI enterprises may have to fulfill financial obligations related to land according to the provisions of tax laws, fees and charges at the time of transfer.

In case of a dispute related to the transfer of investment capital and the value of land use rights, how will it be resolved?

Disputes related to the transfer of investment capital and the value of land use rights will be resolved according to the provisions of law on land dispute resolution.

Conclude

FDI enterprises receive transfer of investment capital as the value of land use rights is a complex transaction, requiring a deep understanding of the provisions of land and investment laws in Vietnam. To ensure transactions take place smoothly and effectively, customers can contact us via the hotline: 0906735386 for the best support.